UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [ x ] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2000 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______________ to _______________________ Commission file number 0-11226 GOLDEN CYCLE GOLD CORPORATION (Exact name of registrant as specified in its charter) COLORADO 84-0630963 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1515 South Tejon, Suite 201, Colorado Springs, Colorado 80906 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (719) 471-9013 _____________________________________________________________________ (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to the filing requirements for the past 90 days. YES XX NO Number of Shares outstanding at March 31, 2000: 1,888,450 PART I. - FINANCIAL INFORMATION GOLDEN CYCLE GOLD CORPORATION BALANCE SHEETS March 31, December 31, 2000 1999 (Unaudited) _________ _________ Assets _________________________________________ Current assets: Cash and cash equivalents $ 34,287 $ 152,581 Short-term investments 1,468,104 1,164,805 Interest receivable and other current assets 38,975 38,489 _________ _________ Total current assets 1,541,366 1,355,875 Note receivable 202,257 202,257 Assets held for sale (net) 132,680 132,680 Property and equipment, at cost: Land 2,025 2,025 Furniture and fixtures 8,500 8,500 Machinery and equipment 30,686 30,686 _________ _________ 41,211 41,211 Less accumulated depreciation (33,771) (33,144) _________ _________ 7,440 8,067 Investment in mining joint venture (Note 2) - - _________ _________ Total assets $ 1,883,743 $ 1,698,879 Liabilities and Shareholders' Equity _________________________________________ Accounts payable and accrued liabilities $ (709) $ 14,078 Shareholders' equity: Common Stock - no par value. Authorized 3,500,000 shares; issued and outstanding 1,888,450 shares 7,116,604 7,116,604 Additional paid-in capital 1,927,736 1,927,736 Accumulated deficit (7,131,848) (7,331,499) Accumulated comprehensive loss (28,040) (28,040) _________ _________ Total shareholders' equity 1,884,452 1,684,801 _________ _________ $ 1,883,743 $ 1,698,879 <FN> See Accompanying Notes to Financial Statements GOLDEN CYCLE GOLD CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS, COMPREHENSIVE LOSS AND ACCUMULATED DEFICIT FOR THE THREE MONTHS ENDED March 31, 2000 and 1999 (Unaudited) Three Months Ended March 31, ____________________ 2000 1999 _________ _________ Revenue: Distribution from mining joint venture in excess of carrying value $ 250,000 $ 250,000 _________ _________ Total operating revenue 250,000 250,000 Expenses: General and administrative (69,064) (171,872) _________ _________ Operating income 180,936 78,128 Other income- Interest and other income 18,715 17,294 _________ _________ Net income $ 199,651 $ 95,422 _________ _________ Other comprehensive loss- Foreign currency translation adjustments - - _________ _________ Comprehensive income $ 199,651 $ 95,422 _________ _________ Income per share $ 0.11 $ 0.05 Weighted average common shares outstanding 1,888,450 1,878,450 ACCUMULATED DEFICIT: Beginning of period $(7,331,499) $(6,961,424) _________ _________ End of Period (7,131,848) (6,866,002) <FN> See Accompanying Notes to Financial Statements GOLDEN CYCLE GOLD CORPORATION STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED March 31, 2000 and 1999 (Unaudited) 2000 1999 __________ __________ Cash flows from operating activities: Net Income $ 199,651 $ 95,422 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation expense 627 627 Decrease (increase) in interest receivable and other current assets (486) 6,181 Decrease in accounts payable and accrued liabilities (14,787) (10,974) __________ __________ Net cash provided by operating activities 185,005 91,256 __________ __________ Cash flows from investing activities: Increase in short-term investments, net (303,299) (98,076) Increase in other assets - (1,393) Disposal of property and equipment, net - 6,190 __________ __________ Net cash used in investing activities (303,299) (93,279) __________ __________ Net decrease in cash and cash equivalents (118,294) (2,023) Cash and cash equivalents, beginning of period 152,581 13,734 __________ __________ Cash and cash equivalents, end of period $ 34,287 $ 11,711 <FN> See Accompanying Notes to Financial Statements GOLDEN CYCLE GOLD CORPORATION NOTES TO FINANCIAL STATEMENTS (1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying financial statements (other than the Balance Sheet at December 31, 1999) are unaudited but, in the opinion of management, include all adjustments, consisting solely of normal recurring items, necessary for a fair presentation. Interim results are not necessarily indicative of results for a full year. These financial statements should be read in conjunction with the financial statements and notes thereto which are included in the Company's Annual Report on Form 10-K for the year ended December 31, 1999. The accounting policies set forth in those annual financial statements are the same as the accounting policies utilized in the preparation of these financial statements, except as modified for appropriate interim financial statement presentation. (2) INVESTMENT IN JOINT VENTURE The Company accounts for its investment in the Cripple Creek & Victor Gold Mining Company (the "Joint Venture") on the equity method. During 1992, the Company's investment balance in the Joint Venture was reduced to zero. Joint Venture distributions in excess of the investment carrying value are recorded as income, as the Company is not required to finance the Joint Venture's operating losses or capital expenditures. Correspondingly, the Company does not record its share of Joint Venture losses incurred subsequent to the reduction of its investment balance to zero. To the extent the Joint Venture is subsequently profitable, the Company will not record its share of equity income until the cumulative amount of previously unrecorded Joint Venture losses has been recouped. As of March 31, 2000, the Company's share of accumulated unrecorded losses from the Joint Venture was $10,585,658. (3) EARNINGS PER SHARE Earnings per share are computed by dividing net earnings by the weighted average number of shares of common stock outstanding during each period. There are no dilutive securities outstanding in either period. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS Liquidity and Capital Resources The Company's principal mining investment and source of cash flows has been its interest in the Joint Venture. The Joint Venture engages in gold mining activity in the Cripple Creek area of Colorado. The Company's Joint Venture co-venturer is AngloGold Colorado ("AngloGold", formerly Pikes Peak Mining Company), a wholly-owned subsidiary of AngloGold North America Inc., which is a wholly owned subsidiary of AngloGold Ltd. The Company's rights and obligations relating to its Joint Venture interest are governed by the Joint Venture Agreement. The Joint Venture is currently, and for the foreseeable future will be, operating in the Initial Phase, as defined. In accordance with the Joint Venture Agreement, AngloGold manages the Joint Venture, and is required to finance all operations and capital expenditures during the Initial Phase. The Initial Phase will terminate after Initial Loans, as defined, have been repaid and Net Proceeds (defined generally as gross revenues less operating costs including AngloGold's administrative fees) of $58 million have been distributed to the venture participants in the proportion of 80% to AngloGold and 20% to the Company. Initial Loans generally constitute funds loaned to the Joint Venture, and interest thereon, to finance operations and mine development by either AngloGold or third-party financial institutions and are repayable prior to distributions to the venture participants. AngloGold (the "Manager") reported that Initial Loans, payable to AngloGold, of approximately $177.5 million were outstanding at March 31, 2000. Under the Agreement as amended, the Joint Venture has not earned or distributed any Net Proceeds. After the Initial Phase, the Joint Venture will distribute metal in kind in the proportion of 67% to AngloGold and 33% to the Company, and the venture participants will be responsible for their proportionate share of the Joint Venture costs. During the Initial Phase, the Company is entitled to receive a Minimum Annual Distribution of $250,000. Minimum Annual Distributions received after 1993 constitute an advance of Net Proceeds. Accordingly, such Net Proceeds advances will be recouped from future Net Proceeds distributions allocable to the Company. Based on the amount of Initial Loans payable to the Manager and the recurring operating losses incurred by the Joint Venture, management of the Company believes that, absent a significant and sustained increase in the prevailing market prices for gold, it is unlikely that the Company will receive more than the Minimum Annual Distribution from the Joint Venture in the foreseeable future. Cash provided by operations was approximately $185,000 and $91,000 in the 2000 and 1999 periods respectively. Prior to 1993, the $250,000 Minimum Annual Distribution was classified as an investing cash flow; beginning in 1993, the Minimum Annual Distribution was reflected as an operating cash flow by reason of the fact that the Joint Venture investment balance was reduced to zero during 1992, as discussed below under "Results of Operations". The Minimum Annual Distribution was received from the Joint Venture January 24, 2000. No further distributions are expected from the Joint Venture during the remainder of 2000. Cash provided by operations during the 2000 period increased from the 1999 period by approximately $94,000 primarily due to decreased general and administrative expenses. The Company's working capital was approximately $1,542,000 at March 31, 2000 compared to $1,745,000 at March 31, 1999. Working capital decreased by approximately $203,000 at March 31, 2000 compared to March 31, 1999. The decrease was primarily due to increased general and administrative expenses during 1999 and, in part, to severance payments to the former chief executive officer. Management believes that the Company's working capital, augmented by the Minimum Annual Distribution, is adequate to support operations at the current level for several years, barring unforeseen events. Although there can be no assurance, the Company anticipates the closure of its sale of certain Water Rights to the City of Cripple Creek during the year 2000 which will provide dditional working capital. The Company anticipates that its Philippine subsidiary will hold all work on a standby basis until the MPSA is awarded to the claim owner. If opportunities to economically pursue or expand Philippine operations, or any other opportunity becomes available, and the Company elects to pursue them, additional working capital may also be required. There is no assurance that the Company will be able to obtain such additional capital, if required, or that such capital would be available to the Company on terms that would be acceptable. Furthermore, if any such operations are commenced, it is not presently known when or if a positive cash flow could be developed from the properties. Results of Operations The Company had net income, for the three months ended March 31, of approximately $200,000 in 2000, compared to net income of approximately $95,000 in the 1999 period. The increase in net income for the first three months of 2000 compared with the corresponding period in 1999 was due to decreased general and administrative expenses and slightly increased interest revenue during the 2000 period. The Company accounts for its investment in the Joint Venture on the equity method. During 1992, the Company's investment balance in the Joint Venture was reduced to zero. Joint Venture distributions in excess of the investment carrying value are recorded as income as received, as the Company is not required to finance the Joint Venture's operating losses or capital expenditures. Correspondingly, the Company does not record its share of Joint Venture losses incurred subsequent to the reduction of its investment balance to zero. To the extent the Joint Venture is subsequently profitable, the Company will not record its share of equity income until the cumulative amount of previously unrecorded Joint Venture losses has been recouped. As of March 31, 2000, the Company's share of accumulated unrecorded losses from the Joint Venture was $10,585,658. The Joint Venture incurred a net loss of approximately $2.7 million for the three months ended March 31, 2000 as compared to a net loss of $2.0 million for the corresponding period in 1999. The Joint Venture recorded a net loss of $7.4 million for the year ended December 31, 1999 compared to a net losses of $11.8 million and $10.8 million for the years ended December 31, 1998 and 1997 respectively. There is no assurance that the Joint Venture will be able to achieve profitability in any subsequent period or to sustain profitability for an extended period. The ability of the Joint Venture to sustain profitability is dependent upon a number of factors, including without limitation, the market price of gold, which is currently near recent historically low levels and volatile and subject to speculative movement, a variety of factors beyond the Joint Venture's control, and the efficiency of the Cresson mining operation. Whether future gold prices and the results of the Joint Venture's operations will reach and maintain a level necessary to repay the Initial Loans, complete the Initial Phase, and thereafter generate net income cannot be assured. Based on the amount of Initial Loans payable to the Manager and the uncertainty of future operating revenues, management of the Company believes that, without a significant and sustained increase in the prevailing market price for gold, it is unlikely that the Company will receive more than the Minimum Annual Distribution from the Joint Venture in the foreseeable future. PART II - OTHER INFORMATION Item 1 through 4 are not being reported due to a lack of circumstances that require a response. Item 5. Other Information. None. Item 6. Exhibits and Reports on Form 8-K. a. Exhibits: None b. Reports on Form 8-K: None SIGNATURES Pursuant to requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. THE GOLDEN CYCLE GOLD CORPORATION (Registrant) R. Herbert Hampton President, C.E.O. and Treasurer (as both a duly authorized officer of Registrant and as principal financial officer of Registrant) May 12, 2000